Convertible Preferred Stock

The Series E Convertible Preferred Stock carries
the following rights and preferences;

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No dividends.

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Convertible to common stock at the average closing bid price for the Companys common stock for the 5 trading days prior to the conversion date, and is adjustable to prevent dilution. (Convertible to 3,225,806 common shares at December 31, 2013).

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Convertible at the Option of the Company at par value only after repayment of the shareholder loans from Joseph Fiore and subject to the holders option to convert.

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Entitled to vote 1,000 votes per share of Series E Convertible Preferred Shares.

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Entitled to liquidation preference at par value.

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Is senior to all other share of preferred or common shares issued past, present and future.